U. S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                               Form 10-KSB
             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended May 31, 2005

                    Commission File Number 000-23617
                            eCom eCom.com, Inc.
------------------------------------------------------------------------
              (Name of small business issuer in its charter)

          Florida                                       65-0538051
-------------------------------------       ----------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                     100 Village Square Crossing, Suite 202
                        Palm Beach Gardens, Florida 33410

                 (Address of principal executive offices)

                              (561) 207-6395

                       (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenue for its most recent fiscal year. [ $ 611 ]

State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. [ $ 2,076,374 ]


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. [As of May 31, 2005, the
issuer had 49,955,112 shares of common stock, $.0001 Par Value, outstanding.]

Transitional Small Business Disclosure format: Yes [ ] No [ X ]



                              TABLE OF CONTENTS

                                    PART I
                                                                        Page
Item 1.  Description of Business                                          3

Item 2.  Description of Properties                                       11

Item 3.  Legal Proceedings                                               11

Item 4.  Submission of Matters to a Vote of Security Holders             12

                                   PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Shareholder Matters                                             13

Item 6.  Management's Discussion and Analysis of Financial Conditions
         and Results of Operations                                       13

Item 7.  Financial Statements                                           F-3

Item 8.  Disagreements on Accounting and Financial Disclosures           45

Item 8A  Controls and Procedures

                                   PART III

Item 9.  Directors and Executive Officers of the Registrant              46

Item 10. Executive Compensation                                          48

Item 11. Security Ownership of Certain Beneficial Owners and Management  49

Item 12. Certain Relationships and Related Transactions                  49


Item 13. Exhibits, Financial Statements and Reports on Form 8-K          55
         Additional Information

Item 14. Principal Accountant Fees & Services

Signatures                                                               61

Certification                                                            62

* This document incorporates into a single document the requirements of the
Securities and Exchange Commission for the Annual Report to Stockholders and
the Form 10-KSB.

Special Note Regarding Forward-Looking Statements

Certain statements in this report and elsewhere (such as in other filings by


ECOM ECOM.COM, INC.


may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended
to identify these forward-looking statements.  The Company's actual results
could differ materially from those anticipated in these forward-looking
statements.  Factors that might cause or contribute to such differences
include, among others, competitive pressures, the growth rate of the paint-
ball industry and electronic commerce, constantly changing technology and
market acceptance of the Company's products and services.  The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

                                   PART I

ITEM 1. DESCRIPTION OF BUSINESS

The Company was incorporated in the State of Florida on June 14, 1994.
eCom.Com, Inc. ("eCom") is referred to as "the Company", "it" or "eCom". The
Company's main office is located at 100 Village Square Crossing, Suite 202, Palm
Beach Gardens, Florida 33410, and the telephone number is (561) 207-6395.

On December 1, 2003, the Board of Directors of eCom approved the spin-off
eCom's ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.("American Capital.")
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft,
Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was
February 23, 2004, and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005.

On March 2, 2004, the Board of Directors of eCom approved the spinoff of the
remaining eight (8) spin off companies in which the Board of Directors voted to
issue to their shareholders one (1) share of the company for every one (1) share
of eCom owned with a record date to be announced, pursuant to the advice of SEC
Staff Legal Bulletin No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  Paragraph two (2) of this release stated the following:

"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company."
                                     3



ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.

On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft Company            FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332

The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full.  Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send out
the Stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.

Since late June 2004, American Capital Holdings, Inc. was inundated
with hundreds of telephone calls from eCom shareholders, requesting delivery of
their promised spin-off shares. Numerous shareholders have made demands to be
sent their promised shares, many of them threatening legal action against eCom
and all of the above described spin-offs, which possibly might have created
contingent liabilities for all the shareholders of eCom. Because of the
aforementioned financial difficulties, eCom's telephone lines were disconnected.
eCom's shareholders contacted American Capital Holdings, Inc. in an effort to
garner information on the status of their situation.

                                      4
ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A.  When these accounting invoices and other
expense invoices were received in early August 2004, Mr. Panaia would not
return telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful.  On November 16, 2004,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation letters
and further information needed to complete the financial audits were
continually ignored by Mr. Panaia.  Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital.  eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning the status of eCom, including its
de-listing from the OTCBB, as described below.

Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom.  Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation.  Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.

In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink



                                5

ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as eCom
has a negative net worth.

In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well.  As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan.  Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement.  It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital.  Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time.  Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This undisclosed liability cost American Capital an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital is a spin-
off of eCom. Additionally, American Capital has been forced to continue this
financial assistance to bring all of the spinoff companies current with their
SEC qualified accountants and other creditors so that eCom could continue with
it's daily operations.

During the period from late December 2004 through mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs providing continued financial assistance
to honor what was promised to eCom's shareholders.  These costs included
expenses to bring all of the spin-off companies current with their SEC filings,
Federal Tax Returns, State Income Tax Returns, State Filing Fees, Accounting
Expenses, SEC Auditing Expenses, Legal, Administrative and other business-
related expenses. This process included utilizing American Capital employees, as
well as hiring outside assistance, i.e. additional accountants, tax assistance,
and outside attorneys to expedite the process.

                                     6
ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)


On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's November
Form 10QSB.  This de-listing was due to the fact the Company's auditors had not
been paid.  Therefore, in accordance with the Sarbanes-Oxley Act, the auditors
could not be determined to be "independent".  Accordingly, eCom lost additional
market value, thereby further injuring creditors and shareholders of the
company.

Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The Company made application to the
United States Bankruptcy Court to appoint Barney A. Richmond  as its new Chief
Executive Officer, whose official appointment was granted by the court on June
6, 2005. Although the process of restoring shareholder value is well underway,
both Mr. Richmond and Mr. Turner plan to stay with the company without
compensation until the proposed reorganization plans of all the companies are
complete.







                                     7






ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)


On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.

USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 reverse split of the outstanding 49,955,112 shares of
the spin-off companies.  Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005.  The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies  were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in
accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes
these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.

Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.





                                     8
ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)


On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.

Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.2.

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current.  The accession number of eCom's November 30, 2004 Form
10-QSB is 0001000459-05-000003, and the accession number for eCom's February 28,
2005 Form 10-QSB is 0001000459-05-000004. eCom's file number is 000-23617.

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
-----------------------------   ---------------       -----------------
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The
Record Date for each company is May 27, 2005, and each company's transfer agent
has been instructed to issue and mail all share certificates to the shareholders
of record as of May 27, 2005.

---  end of May 31, 2005 8-K -


                                               9
ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

Name of                             SEC/EDGAR          Standard & Poor's
Company                             CIK No.              Cusip  No.
-------------------------------    --------------     ----------------
USA Performance Products, Inc.     CIK 0001321509       90341L 10 2
eSecureSoft Company                CIK 0001321511       296423 10 6
USAS Digital, Inc.                 CIK 0001321508       90341K 10 4
Pro Card Corporation               CIK 0001321500       74270Q 10 0
AAB National Company               CIK 0001321506       000303 10 7
A Classified Ad, Inc.              CIK 0001321499       00089Y 10 9
A Super Deal.com, Inc.             CIK 0001321507       00210R 10 6
Swap and Shop.net Corp.            CIK 0001321510       869894 10 5

For mail reference purposes, appended herewith, as Exhibit 99.6, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each of the
above referenced companies was mailed in one (1) United States Postal Certified
Mail envelope.
--  end of June 2, 2005 8-K --

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eCom eCom.com, Inc.
Mr. Richmond has significant experience in corporate and bankruptcy
reorganizations. Judge Friedman's court order included instructions for Mr.
Richmond and Kluger Peretz to commence with the preparation a viable plan of
reorganization for eCom eCom.com, Inc. and all of the above described spinoff
companies, which process is significantly underway including the completion of
the May 31, 2005 audits and preparation of the Forms 10-SB for all the
above-referenced spinoff companies.  Section 1145 of the United States
Bankruptcy Code allows the Court to use the Exemption of Securities Laws with
respect to a qualified reorganization plan, which the Debtor and aforementioned
subsidiary spinoff companies plan to use, which was discussed during the
aforementioned June 6, 2005 Court Hearing.  The above described June 6, 2005
Court Orders are appended herein as Exhibit 99.7. Electronic copies of the May
16, 2005 and June 6, 2005 court transcripts are available on the eCom website,
www.ecomecom.net.



                                               10

ECOM ECOM.COM, INC.

ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)


On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable
Judge Steven Friedman.  Two (2) orders were granted by the court. The first
order granted was: the Debtor is authorized to obtain post-petition financing in
the amount of $100,000.00 from American Capital Holdings, Inc. on the terms and
conditions set forth in the motion. The second order granted was:
Debtor-in-Possession's Motion for Authorization to : (I) Provide Electronic
Service Upon Equity Security Holders and (II) Utilize Executive Mail Service for
Purposes of Coordinating and Effectuating Service Upon Equity Security Holders.
Electronic copies of the July 25, 2005 transcripts are available on the eCom
eCom.com, Inc. website.


The Company does not have any off-balance sheet arrangements.

Employees.  The Company has no employees.


ITEM 2. DESCRIPTION OF PROPERTIES

The company does not own any real property. The company is located at
100 Village Square Crossing, Suite 202, Palm Beach Gardens, FL  33410,
consisting of approximately 1,485 square feet of office space. The company
shares the office with American Capital Holdings, Inc.(ACH). ACH incurs the
cost and full responsibility of the lease. The lease is for a term of one year,
at a rental of $4,196 per month including sales tax.



ITEM 3. LEGAL PROCEEDINGS


On November 29, 2004, an involuntary petition was filed against eCom eCom.com,
Inc. in the United States Southern District Bankruptcy Court (In Re: Case No.
04-34535 BKC- SHF)under Title 11, Chapter 11 of the United States Bankruptcy
Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in
an effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net. See Description of Business(pages 10 and 11 for the
current information on the Bankruptcy proceedings.







                                11

ECOM ECOM.COM, INC.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At its last annual shareholders' meeting held on April 26, 2001, the
shareholders of the Company voted to reappoint Wieseneck, Andres & Co., P.A.
as the Company's independent accountants.


On April 26, 2001 the following directors were elected to serve one-year
terms or until replaced: David J. Panaia, Richard C. Turner, and Robert C.
Wilson.  In 2003 Robert C. Wilson resigned.  In 2004, Barney A. Richmond was
appointed to fill the unexpired term of Mr. Wilson. On November 22, 2004, Barney
A. Richmond resigned as President and Director. On March 20, 2005, David J.
Panaia died. On June 16, 2005 Barney A. Richmond was appointed by the U.S.
Bankruptcy court as acting CEO.





































                                   12

ECOM ECOM.COM, INC.



                               PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS

(a) Market for Common Equity
The Company's common stock is traded on the Over the Counter - Pink Sheets
under the symbol "ECEC". The CUSIP number is 27889U-10-2. Equitrade Securities
Corporation of Lake Forest, California was the lead market maker for the stock.
However, Equitrade closed its doors earlier this year.  The Company is in
discussions with another broker to replace Equitrade as lead market maker.
The following is a table of the high and low bid prices of the Company's stock
for each of the four quarters of the fiscal year ended May 31, 2005:

            Quarter Ended      High         Low
               5/2005         $0.08       $0.05
               2/2005          0.12        0.04
              11/2004          0.15        0.05
               8/2004          0.22        0.14

These quotations reflect interdealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

(b) Security Holders
The Company has approximately 4,700 shareholders of record.

(c) Dividends
There have been no cash dividends declared or paid since the inception of the
Company, and no cash dividends are contemplated to be paid in the foreseeable
future. The Company may consider a potential dividend in the future in either
common stock or the stock of future operating subsidiaries.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION

On December 1, 2003, the Board of Directors of eCom approved the spin-off
eCom's ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.("American Capital.")
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft,
Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was
February 23, 2004, and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005.




                                 13
ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)

On March 2, 2004, the Board of Directors of eCom approved the spinoff of the
remaining eight (8) spin off companies in which the Board of Directors voted to
issue to their shareholders one (1) share of the company for every one (1) share
of eCom owned with a record date to be announced, pursuant to the advice of SEC
Staff Legal Bulletin No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  Paragraph two (2) of this release stated the following:

"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company. "This plan was undertaken for the purposes of allowing
the management and employees the opportunity to operate each segment
independently. Also, to have the ability for each segment, to raise its own
funding for growth and expansion.

On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.

On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft Company            FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332

                                 14
ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)


The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full.  Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send out
the Stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.

On November 29, 2004, an involuntary petition was filed against eCom eCom.com,
Inc. in the United States Southern District Bankruptcy Court (In Re: Case No.
04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code
by petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in
an effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.


Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

                                 15



ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)


On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The Company made application to the
United States Bankruptcy Court to appoint Barney A. Richmond  as its new Chief
Executive Officer, whose official appointment was granted by the court on June
6, 2005. Although the process of restoring shareholder value is well underway,
both Mr. Richmond and Mr. Turner plan to stay with the company without
compensation until the proposed reorganization plans of all the companies are
complete.

On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.

USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies.  Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005.  The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies  were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in

                                         16




ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)


accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes
these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well. Acquisitions
negotiations are underway and will be separately announced upon completion.
Management is confident in their ability to execute these forthcoming plans.

On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.

Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.2.

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current.  The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-05-000003, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-05-000004 eCom's file number is 000-23617.

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eCome Com.com, Inc.
Mr. Richmond has significant experience in corporate and bankruptcy
reorganizations. Judge Friedman's court order included instructions for Mr.
Richmond and Kluger Peretz to commence with the preparation a viable plan of
reorganization for eCom and all of the above described spinoff companies, which
process is significantly underway including the completion of the May 31, 2005
audits and preparation of the Forms 10-SB for all the above-referenced spinoff
companies.


                                 17

ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)

Section 1145 of the United States Bankruptcy Code allows the Court to use the
Exemption of Securities Laws with respect to a qualified reorganization plan,
which the Debtor and aforementioned subsidiary spinoff companies plan to use,
which was discussed during the aforementioned June 6, 2005 Court Hearing.  The
above described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable
Judge Steven Friedman.  Two (2) orders were granted by the court. The first
order granted was: the Debtor is authorized to obtain post-petition financing in
the amount of $100,000.00 from American Capital Holdings, Inc. on the terms and
conditions set forth in the motion. The second order granted was:
Debtor-in-Possession's Motion for Authorization to: (I) Provide Electronic
Service Upon Equity Security Holders and (II) Utilize Executive Mail Service for
Purposes of Coordinating and Effectuating Service Upon Equity Security Holders.
Electronic copies of the July 25, 2005 transcripts are available on the eCom
eCom.com, Inc. website.


Comparison of Results of Operations - Year Ended May 31, 2005 vs. Year Ended
May 31, 2004.

Revenue for the year ended May 31, 2005 was $611 compared to $2,804 of
revenue recorded during the same period of the prior year.

Following its evolution to an e-commerce company in 1999, the paintball
operations were intended to serve as a model to demonstrate the viability of
e-commerce concepts.  This mission was accomplished, and there was no longer
a reason to devote significant resources to further the development of the
paintball business.

Cost of sales decreased from $15,778 to $290 in the current year. Because of
The decrease in gross revenue, gross profit decreased from $12,974 to $321

Total operating expenses for the year ended May 31, 2005 was $79,420 compared to
$340,295 for the year ended May 31, 2004.  Decreases in sales and marketing
expense ($1,131 in fiscal year 2004 versus $0 in 2005); product development
expense ($14,250 in fiscal year 2004 versus $0 in 2005); and general and
administrative expense ($303,472 in fiscal year 2004 versus $79,087 in 2005)
were the result of decreases in overhead as the company focuses its efforts
towards growing each subsidiary spin-off company.


                                      18





ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)

The operations for the year ended May 31, 2004 resulted in a net loss of
$353,269 versus a net loss of $79,099 recorded in the year ended May
31, 2005.



No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
loss carry-forwards as of May 31, 2005 total $6,804,829.  These carry-forwards
will be available to offset future taxable income.  If not used, the operating
loss carry-forwards will expire from 2010 to 2019.  The Company does not
believe that the realization of the related deferred income tax assets meets
the criteria required by generally accepted accounting principles and,
accordingly, deferred income tax assets have remained at $0 as of May 31,
2005.

Liquidity and Capital Resources

As of May 31, 2005, current assets totaled $242,021 compared to $342,175 at
The prior year-end. Prepaid assets decreased $81,060 to $14,926. Inventory
decreased $33,444 to $0.

Accounts Payable increased $115,360 to $118,324 from May 31, 2004 to May 31,
2005.  Current liabilities increased from $698,642 at the end of the prior
fiscal year to $760,592 at the end of the current year.

Net cash used in operating activities was $38,076 and $74,027 for the years
ended May 31, 2005 and 2004 respectively.

Investing activities provided $6,612 in cash during the prior fiscal year
compared to no cash used in investing activities for the current fiscal year.













                                     19






ECOM ECOM.COM, INC.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
          (CONTINUED)


Financing activities provided net cash of $37,939 during the current year and
$81,782 during the prior year, consisting primarily of loans from stockholders.


To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions.  Any sale of additional
equity securities will result in dilution to our shareholders.































                                     20










ECOM ECOM.COM, INC.










ITEM 7. FINANCIAL STATEMENTS

The audited balance sheet of the Company for its years ended May 31, 2005 and
2004 and related statements of operations, stockholders' equity and cash flows
for the years ended May 31, 2005 and 2004 are included.


The page numbers for the financial statement categories are as follows:


                      Index                                       Page

Report of Independent Auditors                                     F-1

Balance Sheets as of May 31, 2005 and 2004                         F-2

Statements of Operations
  for the Years Ended May 31, 2005 and 2004                        F-3

Statement of Shareholders' Deficit
  for the Years Ended May 31, 2005 and 2004                        F-4

Statements of Cash Flows
  for the Years Ended May 31, 2005 and 2004                        F-5

Notes to Financial Statements                                      F-7
















                                   F-1





                     WIESENECK, ANDRES & COMPANY, P.A.
                       Certified Public Accountants
                       772 U.S. HIGHWAY 1, SUITE 100
                      NORTH PALM BEACH, FLORIDA 33408
                             (561) 626-0400

THOMAS B. ANDRES, C.P.A.*, C.V.A.                     Facsimile (561) 626-3453
PAUL M. WIESENECK, C.P.A.
*Regulated by the State of Florida

                        INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
eCom eCom.com, Inc.

We have audited the accompanying balance sheets of eCom eCom.com, Inc. as of May
31, 2005 and 2004 and the related statements of operations, shareholders'
deficit, and cash flows for the years then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eCom eCom.com, Inc. as of May
31, 2005 and 2004, and the results of their operations and their cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note M to the
financial statements, the Company's current liabilities exceed current assets
by $519,000 and the Company has incurred net operating losses since inception.
These conditions raise substantial doubt about its ability to continue as a
going concern.  Management's plans regarding those matters are also described
in Note M.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Wieseneck, Andres & Company, P.A.

North Palm Beach
August 26, 2005


                                   F-2

ECOM ECOM.COM, INC.
BALANCE SHEETS
MAY 31, 2005 AND 2004
                                                       2005           2004
                                                ------------    ------------
                        ASSETS
Current Assets
  Cash                                              $      -       $     137
  Notes receivable - related parties                 227,095         227,534
  Inventories                                              -          33,444
  Prepaid expenses                                    14,926          81,060
                                                ------------    ------------
    Total Current Assets                             242,021         342,175
                                                ------------    ------------
Property and Equipment, net                              329           5,028
                                                ------------    ------------
Other Assets
  Intangible assets, net                                   -          58,534
  Other assets                                             -           2,250
                                                ------------    ------------
    Total Other Assets                                     -          60,784
                                                ------------    ------------
      Total Assets                                 $ 242,350       $ 407,987
                                                ============    ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                 $ 118,324       $ 115,360
  Accrued expenses                                    44,000          43,898
  Current portion of long-term debt                  559,239         521,738
  Interest accrued on current portion                 39,029          17,646
                                                ------------    ------------
    Total Current Liabilities                        760,592         698,642

Notes Payable, Net of Current Portion                      -               -
                                                ------------    ------------
  Total Liabilities                                  760,592         698,642
                                                ------------    ------------
Contingencies                                              -               -

Stockholders' Equity
  Common stock, $.0001 par value, 50 million
    shares authorized, 49,955,112
    shares issued and outstanding                      4,995           4,995
  Paid-in capital                                  6,569,537       6,569,537
  Retained Earnings(Deficit)                      (7,180,156)     (6,952,569)
  May 2004 Accumulated Comprehensive Gain             87,382          87,382
                                                ------------    ------------
    Total Stockholders' (Deficit)                   (518,242)       (290,655)
                                                ------------    ------------
    Total Liabilities and Stockholders' Equity     $ 242,350       $ 407,987
                                                ============    ============
See accompanying summary of accounting policies and notes to financial
statements.

                                   F-3
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
MAY 31, 2005 AND 2004
                                            2005                   2004
                                        ------------        ------------
Revenues
  Net Sales                           $      611          $        2,804
  Cost of Sales                             (290)                (15,778)
                                        ------------         ------------
     Gross Profit                            321                  12,974
                                        ------------         ------------

Other Operating Expenses
  General and administrative              79,087                 303,472
  Sales and marketing                          -                   1,131
  Product development                          -                  14,250
  Amortization                               333                  21,442
                                       ------------          ------------
     Total Operating Expenses             79,420                 340,295


Loss from Operations                     (79,099)               (353,269)
                                       ------------          ------------

Other Income (Expense)
  Interest income                              -                       4
  Interest expense                       (52,364)                (40,728)
  Gain on disposal of asset                    -                     411
  Forgiveness of Debt                          -                 (43,580)
                                       ------------          ------------
     Net Other Income (Expense)          (52,364)                (83,893)



Net Loss Before Other
          Comprehensive Income          (131,463)               (437,162)
Other Comprehensive Income                     -                  87,382
                                      ------------          ------------

Net Income (Loss)                    $  (131,463)         $      349,780
                                 =================        ================

Basic and Diluted Loss Per Share $         (.002)         $        (.008)
                                =================        ================

Weighted Average Shares Outstanding    49,955,112             42,532,642
                                =================        ================



See accompanying summary of accounting policies and notes to financial
statements.


                                   F-4


ECOM ECOM.COM, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIT


                               ---------- Common Stock  --------------
                  Number     At     Add'l      Retained  Accum.      Total
                    of       Par   Paid In     Earnings  Compreh.  Stockholder
                  Shares   Value   Capital     (Deficit)  Gain     (Deficit)
                ---------- ------ ---------- -----------  -------  -----------
Balance,
  May 31, 2003  36,393,112 $3,639 $6,048,622 $(6,644,706)  $  -    $ (592,445)
Issuance of
  Common Stock  13,562,000  1,356    530,915           -      -       532,271
Net Loss                 -      -          -    (495,788)     -      (495,788)
Accumulated Gain         -      -          -           -   87,382      87,382
                ---------- ------ ----------  ----------- -------- -----------
Balance,
  May 31, 2004  49,955,112  4,995  6,579,537  (7,140,494)  87,382    (468,580)

Elimination of
 Subsidiaries
 Consolidated Losses
  At Spin-Off           -       -    (10,000)    187,925       -      177,925
                ---------- ------ ----------- ----------- -------  -----------

Restated        49,955,112  4,995  6,569,537  (6,952,569)  87,382    (290,655)

Assets Distributed
 To Subsidiaries At
  Spin-Off                                       (96,124)             (96,124)

Net Loss                 -      -          -    (131,463)            (131,463)
                ---------- ------  ----------- ----------- ------- -----------
Balance,
 May 31, 2005   49,955,112 $4,995 $6,569,537 $(7,180,156) $87,382  $ (518,242)
               =========== ======= ========== =========== ======== ===========












See accompanying summary of accounting policies and notes to financial
statements.






                                   F-5


ECOM ECOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2005 and 2004

                                                         2005         2004
                                                                 Consolidated
                                                     ----------   ----------
Cash Flows From Operating Activities
  Cash received from customers                        $     611  $    62,033
  Interest income                                             -            8
  Cash paid to suppliers and employees                   (7,706)    (106,001)
  Interest paid                                         (30,981)     (30,067)
  Income taxes paid                                           -            -
                                                     ----------    ---------
    Net Cash Flows Used in Operating Activities         (38,076)     (74,027)
                                                     ----------    ---------
Cash Flows From Investing Activities
  Security Deposits                                           -       (2,676)
  Cancellation of software deposit                            -            -
  Recognition of unearned revenue                             -            -
  Purchase of equipment                                       -       (1,360)
  Purchase of intangible assets                               -       (3,076)
  Proceeds received from sale of equipment                    -          500
                                                     ----------    ---------
    Net Cash Flows Provided By (Used In)
      Investing Activities                                    -       (6,612)
                                                     ----------    ---------
Cash Flows From Financing Activities
  Proceeds from New Loans                               (30,000)           0
  Proceeds of loans from Related Entities                   439      203,167
  Repayment of loans                                     67,500     (121,385)
                                                     ----------    ---------
    Net Cash Flows Provided By Financing Activities      37,939       81,782
                                                     ----------    ---------
Net Increase (Decrease) in Cash                             137        1,142

Cash and Cash Equivalents at Beginning of Year              137          111
                                                     ----------    ---------
Cash and Cash Equivalents at End of Year            $         0  $     1,253
                                                     ==========   ==========






See accompanying summary of accounting policies and notes to financial
statements.




                                   F-6




ECOM ECOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2005 and 2004


                                                            2005        2004
                                                                  Consolidated
                                                      ----------   ----------
Supplemental Schedule of Non-Cash Financing Activities

  The following have been paid by the issuance of common stock:
    Payment of accounts payable, consulting
     fees, other expenses and prepaid expenses       $        -  $   443,626
    Payment of loans and interest expense                     -       35,214
    Stock issued for purchase of intangibles                  -            -
    Distribution of Assets to Spin-Offs                  96,124            -


Reconciliation of Net Loss to Net Cash Flows Used in Operating Account

Net Loss                                             $ (131,463)  $ (408,406)
  Add items not requiring outlay of cash:
    Depreciation and amortization                           553       52,272
    Expenses paid by issuing common stock                     -      293,728
    Forfeiture of security deposit                        2,250            -
    Gain on sale assets                                       -          535
  Cash was increased by:
    Decrease in accounts receivable                           -           97
    Decrease in prepaid expenses                         66,134            -
    Increase in accounts payable                          2,965            -
    Increase in accrued expenses                            102       41,306
    Increase in accrued interest payable                 21,383       17,645
    Increase in other current liabilities                     -           14
  Cash was decreased by:
    Increase in prepaid assets                                -            -
    Increase in inventory                                     -      (42,630)
    Decrease in accounts payable                              -      (28,588)
    Decrease in accrued expenses                              -            -
    Decrease in accrued interest payable                      -            -
                                                      ----------   ----------
      Net Cash Flows Used in Operating Activities    $  (38,076) $   (74,027)
                                                      ----------   ----------







See accompanying summary of accounting policies and notes to financial
statements.



                                   F-7
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS

eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State of
Florida on June 14, 1994. In recent years, eCom concluded that it did not have
the financial resources necessary to develop all ten (10) of its business units
collectively.  Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans.  This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off
eCom's ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.("American Capital.")
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft,
Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was
February 23, 2004, and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005.

On March 2, 2004, the Board of Directors of eCom approved
the spinoff of the remaining eight (8) spin off companies in which the Board of
Directors voted to issue to their shareholders one (1) share of the company for
every one (1) share of eCom owned with a 	record date to be announced, pursuant
to the advice of SEC Staff Legal Bulletin No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  Paragraph two (2) of this release stated the following:

"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company."

                                    28










ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)


On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United

States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.

On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft Company            FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332

The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full.  Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send out
the Stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.

Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders,
requesting delivery of their promised spin-off shares. Numerous shareholders
have made demands to be sent their promised shares, many of them threatening
legal action against eCom and all of the above described spin-offs, which
possibly might have created contingent liabilities for all the shareholders of
eCom. Because of the aforementioned financial difficulties, eCom's telephone
                                     29

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)


lines were disconnected.  eCom's shareholders contacted American Capital
Holdings, Inc. in an effort to garner information on the status of their
situation.

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A.  When these accounting invoices and other
expense invoices were received in early August 2004, Mr. Panaia would not
return telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful.  On November 16, 2004,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation letters
and further information needed to complete the financial audits were
continually ignored by Mr. Panaia.  Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital.  eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning the status of eCom, including its
de-listing from the OTCBB, as described below.

Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom.  Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation.  Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.


                                     30

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)


In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million,
which, without a qualified reorganization plan, could easily shrink
further, as eCom has a negative net worth.


In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well.  As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan.  Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement.  It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital.  Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time.  Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This undisclosed liability cost American Capital an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital is a spin-
off of eCom. Additionally, American Capital has been forced to continue this
financial assistance to bring all of the spinoff companies current with their
SEC qualified accountants and other creditors so that eCom could continue with
it's daily operations.


                                     31


ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)

During the period from late December 2004 through mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also
incurred considerable additional costs providing continued financial assistance
to honor what was promised to eCom's shareholders.  These costs included
expenses to bring all of the spin-off companies current with their SEC filings,
Federal Tax Returns, State Income Tax Returns, State Filing Fees, Accounting
Expenses, SEC Auditing Expenses, Legal, Administrative and other business-
related expenses. This process included utilizing American Capital employees, as
well as hiring outside assistance, i.e. additional accountants, tax assistance,
and outside attorneys to expedite the process.

On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB.  This de-listing was due to the fact the Company's
auditors had not been paid.  Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent".  Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.

Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
process of restoring shareholder value is well underway, Mr. Richmond plans to
compensation.  The Company is making application to the United States Bankruptcy



                                     32

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)


Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval.  Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are complete.

On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.

USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies.  Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005.  The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies  were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in
accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes


                                     33
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)

these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.

Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.

On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.

Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.6.

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current.  The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
-----------------------------   ---------------       -----------------
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5
                                     34

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The
Record Date for each company is May 27, 2005, and each company's transfer agent
has been instructed to issue and mail all share certificates to the shareholders
of record as of May 27, 2005.

---  end of May 31, 2005 8-K -











On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

Name of                             SEC/EDGAR          Standard & Poor's
Company                             CIK No.              Cusip  No.
-------------------------------    --------------     ----------------
USA Performance Products, Inc.     CIK 0001321509       90341L 10 2
eSecureSoft Company                CIK 0001321511       296423 10 6
USAS Digital, Inc.                 CIK 0001321508       90341K 10 4
Pro Card Corporation               CIK 0001321500       74270Q 10 0
AAB National Company               CIK 0001321506       000303 10 7
A Classified Ad, Inc.              CIK 0001321499       00089Y 10 9
A Super Deal.com, Inc.             CIK 0001321507       00210R 10 6
Swap and Shop.net Corp.            CIK 0001321510       869894 10 5

For mail reference purposes, appended herewith, as Exhibit 99.6, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each of the
above referenced companies was mailed in one (1) United States Postal Certified
Mail envelope.
--  end of June 2, 2005 8-K --


                                     35




ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eComeCom.com, Inc.  Mr.
Richmond has significant experience in corporate and bankruptcy reorganizations.
Judge Friedman's court order included instructions for Mr. Richmond and Kluger
Peretz to commence with the preparation a viable plan of reorganization for eCom
and all of the above described spinoff companies, which process is significantly
underway including the completion of the May 31, 2005 audits and preparation of
the Forms 10-SB for all the above-referenced spinoff companies.  Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which was
discussed during the aforementioned June 6, 2005 Court Hearing.  The above
described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

On July 25, 2005, a third bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) orders were granted by the court. The
first order granted was: the Debtor is authorized to obtain post-petition
financing in the amount of $100,000.00 from American Capital Holdings, Inc. on
the terms and conditions set forth in the motion. The second order granted was:
Debtor-in-Possession's Motion for Authorization to : (I) Provide Electronic
Service Upon Equity Security Holders and (II) Utilize Executive Mail Service for
Purposes of Coordinating and Effectuating Service Upon Equity Security Holders.
Electronic copies of the July 25, 2005 transcripts are available on the eCom
eCom.com, Inc. website.

The Company does not have any off-balance sheet arrangements.
Employees.  The Company has no employees.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation, Use of Estimates

The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.



                                      36

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Restatement of Prior Years Numbers to Conform to Current Year Presentation

eCom eCom.com, Inc. presented comparative consolidated financial statements at
May 31, 2004.  Since the Company spun off all of its subsidiaries on or about
June 4, 2004 there are no subsidiaries to be consolidated at May 31, 2005.  The
basic financial statements presented herein at May 31, 2004 have been restated,
eliminating all subsidiary assets, liabilities, equity and operations in order


Revenue Recognition

Revenue from the sale of paintball markers and accessories is recognized at
the time title is transferred which is normally on shipment of the goods.
Revenue from the sale of compression products is also recognized at the
time the products are shipped or downloaded.


Cash

Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.


Allowance for Doubtful Accounts

It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.


Depreciation

Property and equipment is recorded at cost and is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.

Amortization

Intangible assets consisting of rights to technology and associated
trademarks are amortized using the straight-line method over five years.

Inventories

Inventories are stated at the lower of cost or market using the first in
first out method.



                                     37

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE C - INVENTORIES

Inventories are carried at cost, which is considered to be less than market
value. Maintenance, operating and office supplied are not inventoried.

At May 31, 2005 inventory consisted of the following:

                             May 31, 2005    May 31, 2004
                                             consolidated
                             ------------    ------------
Finished goods                $         0    $     33,444
Work in process                         0               0
Raw materials                           0               0
                              -----------    ------------
Total inventory               $         0          33,444
                              ===========    ============

All inventory was distributed to the spin-offs on June 4, 2004.

NOTE D - PREPAID EXPENSES

Prepaid expenses consist principally of amounts paid for rent, subscriptions
and domain name registrations.

The Company issued one million five hundred thousand shares of common stock as a
retainer for future consulting fees during November 2003.  The consulting
contract was valued at $37,500 and is being expensed over three years.  The
remaining value of the consulting contract is $12,500 as of February 28, 2005.

NOTE E - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of May 31, 2005:

                                         May 31, 2005        May 31, 2004
                                                             consolidated
                                        --------------     --------------
Computer hardware                          $  85,074         $ 151,471
Computer software                             13,633            56,308
Furniture, fixtures and equipment              4,330            47,760
Tools, dies and fixtures                           0            57,401
Leasehold improvements                             0                 0
                                           ---------         ---------
     Total cost                              103,037           312,940

  Accumulated depreciation                   102,708           295,119
                                           ---------         ---------
     Net Property and Equipment            $     329         $  17,822
                                           =========         =========
Depreciation expense included in the cost
  of sales for the periods ended are:      $     220         $  30,830
                                           =========         =========
                                   38
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE E - PROPERTY AND EQUIPMENT  (CONTINUED)

Reductions in Computer hardware, computer software, furniture, and Tools and
dies was due to the distribution to the spin-off companies on June 4, 2004.

The useful lives assigned to property and equipment to compute depreciation
are:
                    Computer Hardware                        5 years
                    Computer Software                        5 years
                    Furniture, fixtures and equipment        7 years
                    Tools, dies and fixtures                 5 years


NOTE F - INTANGIBLE ASSETS

In February 1999, the Company acquired the website, A Classified Ad for a total
cost of $10,000.  This assets has been amortized over five years.  Accumulated
amortization related to this assets was $10,000 as of May 31, 2004.  This asset
was distributed to A Classified Ad, Inc. on June 4, 2004.

In February 1999, the Company acquired the website, Swap and shop, for a total
cost of $1,200.  This asset has been amortized over five years.  Accumulated
amortization related to this assets was $1,200 as of May 31, 2004.  This asset
was distributed to Swap and Shop.net Corp. on June 4, 2004.

On July 1, 2002, the Company acquired the licensing rights to Pandora and
Virtual Protect from Internet Security Solutions, for a total cost of $56,250.
This asset is being amortized over five years.  Accumulated amortization
related to this asset is $22,500 as of May 31, 2004.  This asset was distributed
to eSecureSoft Company on June 4, 2004.

On July 1, 2002, the Company paid Peter Tamayo, Jr. to work with MeVis
Technologies to complete the development of MyPhotoZip, for a total cost of
$33,750.  This asset is being amortized over five years.  Accumulated
amortization related to this asset is $13,500 as of May 31, 2004.  This asset
was distributed to eSecureSoft on June 4, 2004.

On September 18, 2002, the Company issued 25,000 shares of stock as an
initial payment towards the purchase of FotoCrazy software.  This initial
deposit was recorded as $1,125.  This asset was distributed to eSecureSoft on
June 4, 2004.

NOTE G - OTHER ASSETS

Other assets consist primarily of security deposits on the lease of office
facilities, an employee advance and utility deposits.





                                     39

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE H - LONG-TERM DEBT

Long-term debt at May 31, 2005 consisted of:
                                                 May 31, 2005   May 31, 2004
                                                               Consolidated
                                                 ------------  ------------
Loans from stockholders and affiliated companies:
The loans are due on demand.                      $  559,239   $    521,739
                                                  ----------   ------------
     Total Long-Term Debt                            559,239        521,739
     Less Current Portion                           (559,239)      (521,739)
                                                  ----------   ------------
     Net Long-term Debt                            $       0   $          0
                                                  ==========   ============
The long-term loans payable mature as follows:
     May 31, 2005                                          0        521,739
     May 31, 2006                                    559,239              0
                                                  ----------   ------------
                                                   $ 559,239   $    521,739
                                                  ==========   ============
NOTE I - COST OF SALES

Included in the cost of sales are the following:
                                               May 31, 2005    May 31, 2004
                                                               Consolidated
                                               ------------    ------------
Shipping and handling costs                     $        10     $     1,977
Packaging costs                                           0             246
                                                -----------     -----------
    Total                                       $        10     $     2,223
                                                ===========     ===========

Shipping and handling income                    $        12     $     3,708
                                                ===========     ===========
NOTE J - COMMITMENTS AND CONTINGENCIES

The Company maintains office facilities leased by American Capital Holdings,
Inc.  American Capital Holdings has not charged any rent to eCom eCom.com during
the twelve months ending May 31, 2005.  Rent expense for the twelve month period
ending May 31, 2005 was $0.

On November 29, 2004, an involuntary petition was filed against eCom eCom.com,
Inc. in the United States Southern District Bankruptcy Court (In Re: Case No.
04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code
by petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in
an effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.           40


ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004


NOTE K - RELATED PARTY TRANSACTIONS

The Company has received cash advances from David J. Panaia, Chairman and CEO
of the Company, until he passed away on March 20, 2005, in varying amounts and
at various times subsequent to the inception of the Company.  These shareholder
loans were non-collateralized and due on demand.

On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr.
Panaia, CEO in return for cancellation of $437,362 of the debt owed to him.
The amount of stockholder loans that were reduced was based on the quoted
market price ($.68) on the date the common shares were issued and adjusted
by a discount of 50% due to the restrictions placed on the stock.  The balance
owed to Mr. Panaia and his estate at May 31, 2005 and May 31, 2004 is $395,482
and $373,413.

The Company has received cash advances from Bonnie Crum, daughter of David J.
Panaia, CEO of the Company, in varying amounts and at various times subsequent
to May 31, 2001.  These related party loans were non-interest bearing, non-
collateralized and due on demand.  The balance owed to Ms. Crum as of May 31,
2005 and May 31, 2004 is $35,000.


NOTE L - BUSINESS SEGMENTS

The Company's reportable segments are strategic business units that offer
different products and services.  The Company has two reportable segments:
electronic commerce and software. The electronic commerce segment has provided
an e-commerce infrastructure to enable small businesses to expand to the
Internet.  The e-commerce segment focuses on classifieds, auctions and
its paintball gun company.  The software segment focuses on the design
and resale of secure software applications for compression and transmission of
large data files.

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. There have been no
intersegment sales or transfers. Revenues from sales of the Company's
paintball products over the Internet are reported within the paintball
segment.









                                    41


ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE L - BUSINESS SEGMENTS (CONTINUED)

The following is a summary of segment activity:

As of November 30, 2004 the company no longer had consolidated business
segments.  The Paintball segment has been distributed to USA Performance
Products, Inc., the software segment has been distributed to eSecureSoft
Company.

                                Electronic
                    Paintball    Commerce         Totals
Year Ended May 31, 2005
Revenues           $        -    $     611     $      611
Interest revenue            -            -              -
Interest expense            -       52,364         52,364
Depreciation                -          220            220
Amortization                -          333            333
Segment gain (loss)         -     (131,461)      (131,461)
Segment assets              -      242,350        242,350

                                Electronic
                    Paintball    Commerce         Totals
Year Ended May 31, 2004
Revenues           $   59,230    $   2,804     $   62,034
Interest revenue            -            4              4
Interest expense          657       40,729         41,386
Depreciation           15,374       15,456         30,830
Amortization                -       21,442         21,442
Segment gain (loss)   (58,326)    (349,780)      (408,106)
Segment assets        176,991      181,227        358,218



NOTE M - RECOVERABILITY OF ASSETS AND GOING CONCERN

These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable length of time. The accompanying financial statements show that
current liabilities exceed current assets by $518,571 at May 31, 2005 and
by $554,183 at May 31, 2004 and that the Company has incurred net operating
losses since inception.










                                     42
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE N - INCOME TAXES

Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities.  Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
                                                May 31, 2005   May 31, 2004
                                                               consolidated
                                                -------------- ------------
         Loss carry forward for tax purposes    $  6,804,829  $  7,042,000
                                                ============== ============
         Deferred tax asset (34%)                  2,313,642     2,394,000
         Valuation allowance                      (2,313,642)   (2,394,000)
                                                -------------- ------------
         Net deferred tax asset                            -             -
                                                ============== ============

Through May 31, 2005, the Company had a federal income tax net operating loss
carry forward of approximately $6,800,000 which will expire through the year
2023.


NOTE O - INCOME TAXES

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception.  The Company's net
operating loss carry-forward as of May 31, 2005 was approximately
$6,800,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2023.

The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.

NOTE P - EFFECTS OF INFLATION

To date, inflation has not had a material impact on the Company's
consolidated financial results.

NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002.  The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with asset retirement.  The statement requires
the recognition of retirement obligations which will, therefore, generally
increase liabilities; retirement costs will be added to the carrying value of



                                     43

ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

long-lived assets, therefore, assets will be increased; and depreciation and
accretion expense will be higher in the later years of an assets life than in
earlier years.  The Company adopted SFAS No. 143 at January 1, 2002.  The
adoption of SFAS No. 143 had no impact on the Company's operating results or
financial positions.

The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002.  This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset.  An impairment loss is recognized if the carrying amount of a long-
lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group.  Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable.  This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002.  The adoption
of SFAS No. 144 had no impact on the Company's operating results or
financial position.

In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS No. 145"). SFAS No. 145 eliminates the requirement to classify gains and
losses from the extinguishment of indebtedness as extraordinary, requires
certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to existing
pronouncements. SFAS No. 145 is effective for fiscal years beginning after May
15, 2002. SFAS No. 145 was adopted on June 1, 2003 and did not have a material
effect on the Company's financial position or results of operations.

Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS No.
142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite
useful lives will be tested for impairment annually in lieu of being
amortized. The Company's current yearly amortization of intangible assets is
approximately $333. The impact of adopting SFAS Nos. 141 and 142 will not
cause a material change in the Company's consolidated financial statements as
of the date of this report.





                                     44


ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004

NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Special Note Regarding Forward-Looking Statements

Certain statements in this report and elsewhere (such as in other filings by
the Company with the Securities and Exchange Commission ("SEC"), press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended
to identify these forward-looking statements. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements. Factors that might cause or contribute to such differences
include, among others, competitive pressures, the growth rate of the
paintball industry and electronic commerce, constantly changing technology
and market acceptance of the Company's products and services. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS:
Within the 90 days prior to the date of this Report on Form 10-KSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls").  This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/Chairman
("CEO")and Chief Financial Officer ("CFO").  As a result of this review, the
Company adopted guidelines concerning disclosure controls and the establishment
of a disclosure control committee made up of senior management.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS:
The Company's management, including the CEO/CHAIRMAN and CFO, does not expect
that its Disclosure Controls or its 'internal controls and procedures for
financial reporting' ("Internal Controls") will prevent all error and all fraud.
Control system, no matter how well conceived and managed, can provide only
reasonable assurance that the objectives of the control system are met.  The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their




                                    45
ECOM ECOM.COM, INC.
ITEM 8A. CONTROLS AND PROCEDURES.    (CONTINUED)

costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or
mistake.

Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control.  The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.

CONCLUSIONS:
Based upon the Controls Evaluation, the CEO/CHAIRMAN and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.

                             PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        (CONTINUED)

(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) Each of these Directors was elected to serve until the next Annual Meeting
of Shareholders. The Company has no plans to hold its next annual meeting.
The Board of Directors sets corporate policies that are implemented by the
Company's management. In the event that the Board of Directors determines that a
member faces a conflict of interest, for any reason, it is expected that the
subject director will abstain from voting on the matter that raised the issue.

Barney A. Richmond, 53, has been President and a Director of the Company since
March 2004.  He is also President and a Director of American Capital Holdings.
From 1985 to the present,   Mr. Richmond has been an independent advisor and
investor in assisting companies, as well as individuals, regarding public
offerings, mergers, reverse mergers and a variety of corporate financing
issues.  Mr. Richmond has also been an investor in numerous reorganizations and
business turnarounds, including many substantial bankruptcy reorganizations.
Mr. Richmond has been a member of the Boards of Directors of The Richmond
Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King
Technologies, Inc., King Radio Corporation, United States Financial Group,
Inc., JSV Acquisition Corporation, Chase Capital, Inc, Berkshire International,
Inc. and Dunhall Pharmaceuticals, Inc.

                                     46



ECOM ECOM.COM, INC.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        (CONTINUED)

Richard C. Turner,45, who started with the Company in June of 2001 as Chief
Financial Officer, Treasurer and Director, worked with Glenn G. Schanel, CPA,
from September 1990 until his appointment with eCom.  Mr. Turner specialized
in assisting clients with accounting, tax and office technology issues.  A 1981
graduate of Rutgers University, Mr. Turner attended graduate school at New York
University until 1989.  From May 1989 until September 1990 Mr. Turner served
as Vice President of Finance at First American Bank, Lake Worth, Florida,
where he was responsible for the bank's financial reporting, budgeting and
cost accounting.  Mr. Turner has served as Treasurer and as a member of the
board of directors of both the Palm Beach Business Associates and the North
Palm Beach / Palm Beach Gardens Jaycees.  He concentrates full time on his
duties as Chief Financial Officer of eCom and American Capital Holdings.

The bylaws provide for indemnification of officers, directors or eCom agents
against legal expenses, judgments, fines, settlements and other amounts
reasonably incurred by such persons after having been made or threatened to be
made a party to legal action.  Payment of such amounts may also be made in
advance if expenses are likely to be incurred by officers, directors or agents
in defense of any such action.  The extent, amount and eligibility for the
indemnification provided will be determined by the Board of Directors. These
indemnifications will be made by a majority vote of a quorum of directors,
including any director who is a party to such action, suit, or proceeding or
by the shareholders by a majority vote of a quorum of shareholders including
any shareholder who is a party to such action, suit or proceeding.

The Company is further authorized by the bylaws to purchase insurance for
indemnification of any person as provided by the bylaws and to the extent
provided by Florida law.  The Company at this time has no insurance coverage
for officers and directors and has not expended any funds to obtain such
insurance policies to insure or indemnify directors or officers against any
liabilities that may occur. Management reserves the right to obtain such
insurance.

Florida Statutes Section 607.0850 authorizes indemnification of officers,
directors, employees and agents in instances constituting: (1) certain
violations of criminal law which the person did not know were illegal, or (2)
actions taken in good faith by persons which were intended to be in the best
interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of eCom pursuant to the foregoing provisions or otherwise, the Company
have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.





                                     47

ECOM ECOM.COM, INC.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        (CONTINUED)

In the event that a claim for indemnification against such liabilities (other
than the payment by eCom of expenses incurred or paid by a director, officer
or controlling person of eCom in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by eCom is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


ITEM 10. EXECUTIVE COMPENSATION

The following table provides information regarding the executive compensation
of persons serving as eCom's executive officers during the fiscal years ended
2004, 2003 and 2002.

Summary Compensation Table
                                                    Long Term Compensation
                         Annual Compensation          Awards   Payouts
                                                        Securities
                                        Other    Restr. Underlying      All
                                        Annual   Stock   Options/      Other
Name and Principal                      Compen-  Awards   SARs   LTIP  Compen-
    Position        Year  Salary  Bonus sation  # Shares # Shrs Payouts sation

David J. Panaia     2005      0     0      0       -       0      0      0
 Chairman, CEO      2004      0     0      0   1,840,000   0      0      0
                    2003      0     0      0       -       0      0      0

Barney A Richmond   2005      0     0      0       -       0      0      0
President           2004      0     0      0       -       0      0      0

Peter Tamayo, Jr.   2005      0     0      0       -       0      0      0
 CTO                2004      0     0      0      75,000   0      0      0
                    2003  $75,000   0      0     750,000   0      0      0

Richard C. Turner   2005      0     0      0       -       0      0      0
 CFO and Treasurer  2004      0     0      0   1,840,000   0      0      0
                    2003  $52,000   0      0       -       0      0      0

Robert C. Wilson    2005      0     0      0       -       0      0      0
 ex-President       2004      0     0      0       -       0      0      0
                    2003      0     0      0      65,000   0      0      0

None of eCom's current executive officers has an employment agreement or stock
option arrangement with eCom.  It is intended that the directors be
compensated at the rate of $4,000 per year, plus $100.00 per meeting attended
and reasonable travel expenses if cash flow permits.

                                        48

ECOM ECOM.COM,INC.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this report, the Company has a total of 50,000,000 shares
of Common Stock authorized at a par value of $.0001, and there are 49,955,112
shares of Common Stock outstanding.  The following table sets forth
information, as of such date, with respect to the beneficial ownership of
Common Stock by (a) each person known by us to be the beneficial owner of
more than 5% of the outstanding Common Stock, (b) the directors and officers
of eCom, and (c) the directors and officers of eCom as a group.

                                  Number of        % of Shares
     Name and Address             Shares Owned     Outstanding
     ----------------             ------------     -----------
     Estate of
     David J. Panaia (1)           8,187,459          16.39
     Palm Beach Gardens, FL
     Richard C. Turner             4,719,400           9.45
     Palm Beach Gardens, FL
     Peter Tamayo Jr.                825,000           1.65
     Barney A. Richmond                    0            -

     All Officers and             13,731,859          27.49
     Directors as a Group
     4 persons

(1) David J. Panaia, an officer and director of the Company, passed away on
March 20, 2005, was the beneficial owner of 400,000 shares held in the name of
the Panaia Family Trust and 41,500 shares held in the name of Barbara Panaia,
wife of David Panaia.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain transactions to which the Company is a party and certain matters
affecting it have or will result in a material benefit to certain of the
directors and executive officers, or may create conflicts of interest, as
follows:

Linda Bergman was the sole owner of a privately-held business called Amateur
Athletes of America. She is also the wife of Gerald V. Bergman, who formerly
served as a Director and Chief Financial Officer. On November 23, 1996, the
Company issued an aggregate of 500,000 shares for cancellation of debt to
Linda Bergman and Gerald Bergman in the amount of $16,333. The Bergmans
directed that 460,000 shares be issued directly to Linda Bergman, and that
each of their four children be issued 10,000 shares.

Mr. Brody Brockman is the son-in-law of Gerald V. Bergman and was an employee
of US Amateur Sports Company. 25,000 shares were issued to Mr. Brockman on
November 23, 1996 as compensation for sales and shipping services.

Mr. Thomas J. Thomas is a Florida attorney who performed legal services for
us and also formerly served as the Secretary and a Director. On May 31, 1997,
the Company issued 50,000 shares to Mr. Thomas as compensation for his legal
services performed prior to that date.

                                     49
ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

On August 12, 1997, the Company extended a promissory note in favor of Stratex
Corporation in the amount of $100,000. The loan, which bore interest at the
rate of prime plus 6%, was paid in full in May 2001. Derek Panaia, son of
David Panaia, is the sole shareholder of Stratex Corporation.

On February 6, 1998, the Company issued 5,000 shares to Angela Brockman as
compensation for her performing secretarial, receptionist and other services
for us. Angela Brockman is the daughter of Gerald V. Bergman and Linda Bergman.

On February 6, 1998, the Company issued 5,000 shares to Brody Brockman as
compensation for his performing sales and shipping services for us. Brody
Brockman is the son-in-law of Gerald Bergman.

On February 27, 1998 the Company acquired certain assets of Amateur Athletes
of America, Inc. in a tax-free exchange of assets for stock.  The Company
acquired all rights to the ProCard and ComCard plus certain Internet-based
sports equipment exchange concepts in exchange for 1,000,000 shares of Common
Stock.  A portion of the stock was used for payment of a note held by Amateur
Athletes of America. Amateur Athletes of America, Inc. was a private
corporation owned by Linda C. Bergman, wife of Gerald V. Bergman, former
corporate Chief Financial Officer and former member of the Board of Directors.

On February 6, 1998, the Company issued 1,500,000 shares to Axis Enterprises
pursuant to an agreement with Axis Enterprises to provide management services
for USA Performance Products, Inc. and to provide financial assistance to us.
On February 6, 1998, the Company issued 150,000 shares to Thomas J. Thomas as
compensation for legal services performed by him prior to that date.

On February 6, 1998, the Company issued 327,900 shares to David Panaia (the
Company's Chief Executive Officer and a Director) in cancellation of
indebtedness in the amount of $6,148.

On April 16, 1998, the Company issued 100,000 shares to Bonnie Panaia as
compensation for accounting and other services and issued an additional
400,000 shares to her as compensation for her services in connection with the
preparation of the infrastructure of the billing and online e-commerce
systems.  Bonnie Panaia is the daughter of David Panaia, the Chief Executive
Officer and a Director.

On April 16, 1998, the Company issued 25,000 shares to Doug Panaia as
compensation  for performing manual labor for us prior to that date. Doug
Panaia is the brother of David Panaia, the Chief Executive Officer and a
Director.

On April 16, 1998, the Company issued 150,000 shares as compensation for
engineering services performed by Jack Enterline for the Company prior to
that date. Mr. Enterline requested that the shares be issued in the name of
his wife, Karen. At the time these services were performed, Mr. Enterline
served as one of the Directors.



                                        50

ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

On April 16, 1998, the Company issued 200,000 shares to Gerald V. Bergman
(the Chief Financial Officer at that time) in cancellation of indebtedness
in the amount of $12,810.

On April 16, 1998, the Company issued 200,000 shares to David Panaia (the
Chief Executive Officer and a Director) in cancellation of indebtedness in
the amount of $12,810.

On April 16, 1998, the Company issued an additional 150,000 shares to Thomas
J. Thomas as compensation for legal services performed by him prior to that
date.

On January 22, 1999, the Company issued 60,000 shares to Angela Brockman as
compensation for her performing secretarial, receptionist and other services
for us. Angela Brockman is the daughter of Gerald Bergman and Linda Bergman.

On January 22, 1999, the Company issued 30,000 shares to Brody Brockman as
compensation for his performing sales and shipping services.

On March 4, 1999, the Company issued an additional 62,000 shares to Axis
Enterprises in a privately-negotiated transaction in cancellation of
indebtedness to Axis in the amount of $11,780.

On May 16, 1999, the Company issued 100,000 shares to Resource Group, NA,
Inc. for promotional services performed for us. Thomas DeRita, a member of
the Board of Directors at that time, is a shareholder in Resource Group, NA.

On May 16, 1999, the Company issued 100,000 shares to Lighthouse
Communications Group, LLC for Internet development services. Elling Myklebust,
a former director and the former Vice President-Internet Technology, owns
Lighthouse Communications Group, LLC.

On December 22, 1999, the Company issued 25,000 shares to Elling Myklebust for
Internet development services.

On December 22, 1999, the Company issued 10,010 shares to Christen Myklebust
for Internet development services. Christen Myklebust is the son of Elling
Myklebust.

On December 22, 1999, the Company issued an additional 1,000 shares to Brodie
Brockman for performing sales and shipping services.

On January 2, 2000, the Company issued options to the outside legal counsel,
Stanley F. Freedman and Sharon M. Link, to purchase up to 25,000 shares each
of the Common Stock at an initial exercise price of $1.00 per share as
additional compensation for performing legal services in connection with the
preparation and filing of the Exchange Act reports for the years 1996, 1997,
1998 and 1999.


                                     51

ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

On March 16, 2000, the Company issued an additional 10,000 shares to Resource
Group, NA, Inc. for promotional services performed for us. Thomas DeRita, a
former member of the Board of Directors, is a shareholder in Resource Group,
NA, Inc. On August 31, 2000, the Company issued an additional 100,000 shares
to Resource Group, N.A.,  Inc. for promotional services performed for us.

On August 31, 2000, the Company issued 100,000 shares to Charles Hansen for
performing services as the President.

On September 20, 2000, the Company issued 200,000 shares to Derek Panaia for
consulting services. Derek Panaia is the son of David Panaia, the Chief
Executive Officer and a Director.

On September 25, 2000, the Company issued an additional 200,000 shares to
Derek Panaia.

On May 10, 2001, the Company issued 1,286,359 shares to David
Panaia in cancellation of indebtedness in the amount of $437,362.

On May 10, 2001, the Company issued 10,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company. Hanne-Mette Wilson is the wife of
Robert Wilson, the President and a Director.

On May 10, 2001, the Company issued an additional 20,843 shares to Chris
Myklebust for Internet development services rendered.

On May 24, 2001, the Company issued an additional 100,000 shares to Resource
Group, N.A., Inc. for promotional services rendered.

On June 4, 2001, the Company issued 5,000 shares to Thomas DeRita for property
and equipment.

On June 4, 2001, the Company issued 100,000 shares to Robert Wilson for
performing services as the President.

On June 4, 2001, the Company issued 100,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On August 22, 2001, the Company issued 111,000 shares to Bonnie Crum for
consulting services.  Bonnie Crum is the daughter of David Panaia, the Chief
Executive Officer and a Director.


On September 27, 2001, the Company issued 51,020 shares to Robert Wilson as a
commission for closing the companies contract with Impact Imaging Inc.

On September 28, 2001, the Company issued 10,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 25, 2001, the Company issued 25,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.
                                     52

ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)


On October 25, 2001, the Company issued 150,000 shares to Robert Wilson for
performing services as the President.

On October 25, 2001, the Company issued 150,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 25, 2001, the Company issued 10,000 shares to Andrew Panaia for
performing services as manager of the USA Performance Products subsidiary.

On December 6, 2001, the Company issued 10,000 shares to Patricia Redenius for
performing internet design services for the company.  Patricia Redenius was
appointed Vice-President of the company during May 2002.

On January 23, 2002, the Company issued 25,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On January 23, 2002, the Company issued 10,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.

On January 23, 2002, the Company issued 25,000 shares to Robert Wilson for
performing services as the President.

On February 4, 2002, the Company issued 25,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 4, 2002, the Company issued 12,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.

On February 4, 2002, the Company issued 25,000 shares to Robert Wilson for
performing services as the President.

On March 21, 2002, the Company issued 29,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On March 21, 2002, the Company issued 21,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company.

On March 21, 2002, the Company issued 34,000 shares to Robert Wilson for
performing services as the President.

On April 25, 2002, the Company issued 31,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On April 25, 2002, the Company issued 22,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company.

On April 25, 2002, the Company issued 36,000 shares to Robert Wilson for
performing services as the President.


                                     53

ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

On May 29, 2002, the Company issued 100,000 shares to Patricia Redenius for
performing services as Vice-President of the company.

On June 7, 2002, the Company issued 56,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On June 7, 2002, the Company issued 65,000 shares to Robert Wilson for
performing services as the President.

On July 1, 2002, the Company issued 750,000 shares to Peter Tamayo, President
and Chief Technology Officer for research and development on MyPhotoZip.

On July 1, 2002, the Company issued 1,250,000 shares to Internet Security
Solutions Inc. for 5 year licenses to use Virtual Protect and Pandora security
software. Peter Tamayo, is a shareholder in Internet Security Solutions Inc.

On July 8, 2002, the Company issued 49,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On August 1, 2002, the Company issued 54,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On September 18, 2002, the Company issued 63,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 22, 2002, the Company issued 104,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On December 4, 2002, the Company issued 278,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On January 16, 2003, the Company issued 1,470,600 shares to David Panaia in
cancellation of indebtedness in the amount of $14,706.

On January 16, 2003, the Company issued 980,400 shares to Richard Turner in
cancellation of indebtedness in the amount of $9,804.

On January 16, 2003, the Company issued 139,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 10, 2003, the Company issued 227,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 10, 2003, the Company issued 112,000 shares to Patricia Redenius for
performing services as an officer or eCom eCom.com.

On April 9, 2003, the Company issued 557,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On April 9, 2003, the Company issued 600,000 shares to David Panaia in
cancellation of indebtedness in the amount of $5,400.

                                     54

ECOM ECOM.COM,INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)


On September 10, 2003, the Company issued 540,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On September 10, 2003, the Company issued 540,000 shares to David Panaia in
cancellation of indebtedness in the amount of $4,590.

On November 14, 2003, the Company issued 1,300,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On November 14, 2003, the Company issued 1,300,000 shares to David Panaia for
performing services as the Chief Executive Officer.

On November 14, 2003, the Company issued 200,000 shares to Andrew Panaia, son of
David Panaia, for performing services as manager of USA Performance Products.

On November 14, 2003, the Company issued 567,000 shares to Derek Panaia, son of
David Panaia, as compensation for cancelling the USA Performance Products debt
to Axis Enterprises in the amount of $184,200.

Except as described above, no director, officer or principal security holder of
eCom has or has had a direct or indirect material interest in any transaction
to which the Company is or was a party. The Company believes that the terms of
each of the transactions described above were no less favorable to us than
could have been obtained from third parties. However, it should be noted that
all restricted stock issuances to affiliates are made at a 50% discount from the
then market value of the Common Stock.  In addition, in the future the Company
will not enter into additional transactions with directors, officers or
principal shareholders unless the terms thereof are no less favorable to us
than could be obtained from third parties.


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) Index to financial statements and financial statement schedules
The audited balance sheets of the Company as of May 31, 2005 and 2004 and the
related statements of operations, stockholders' equity and cash flows for the
years ended May 31, 2005 and 2004 appear in sequentially numbered pages F-1
through F-19 - ITEM &. FINANCIAL STATEMENTS.

The page numbers for the financial statement categories are as follows:

Page      Description
F-2       Report of Independent Auditors - May 31, 2005 and 2004
F-3       Balance Sheets as of May 31, 2005 and 2004
F-4       Statements of Operations for the YEARS ENDED MAY 31, 2005 AND 2004
F-5       Statement of Shareholders' Deficit for the Years Ended May 31,
          2004 and 2003
F-6       Statements of Cash Flows for the YEARS ENDED MAY 31, 2005 AND 2004
28        Notes to Financial Statements

                                     55


ECOM ECOM.COM,INC.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K (CONTINUED)

(b)            Form 8-K filed on May 31, 2005
                    accession number 0001000459-05-000001 stating:
                    The board of directors of each spin-off company authorized
                    a 100 to 1 reverse split of the outstanding 49,955,112
                    shares of the spin-off companies:

               Form 8-K filed on June 2, 2005
                    accession number 0001000459-05-000002 stating:

                    In accordance with the terms set forth in the May 27, 2005
                    eCom eCom.com, Inc. SEC 8K filing (SEC Accession No.
                    00010000459-05-000001) the common share certificates of the
                    spinoff companies were sent via United States Postal First
                    Class Certified Mail (Return Receipt Requested) today,
                    June 2, 2005, to each of the former subsidiary companies of
                    eCom to all of the shareholders as of the record date of
                    May 27, 2005.

               Form 8-K filed July 8, 2005
                    accession number 0001000459-05-000005 stating:
                    A Form 10SBG12 has been filed for the spinoff companies of
                    eComeCom.com, Inc.

               Form 8-K filed July 13, 2005
                    accession number 0001000459-05-000006 stating:
                    A Form 10QSB has been filed for the spinoff companies of
                    eCom eCom.com, Inc.for the periods ending August 31, 2004,
                    November 30, 2004 and February 28, 2005.












                                     56










ECOM ECOM.COM,INC.

(c)     Exhibits:

3.1     Articles of Incorporation (1)

3.2     By-laws (1)
10.1    Agreement for acquisition of assets of Performance Paintball Products
        Inc. (1)
10.2    Agreement of acquisition of rights to All American Bowl (2)
10.3    Personal services agreement with All American Bowl Executive Director
        (2)
10.4    Promissory Note to Stratex Corporation dated August 12, 1997 (3)
10.5    Marketing and Management Agreement between Axis Enterprises, Ltd. and
        Registrant dated January 10, 1998 (3)
10.6    Agreement for acquisition of assets of Amateur Athletes of America,
        Inc. (3)

10.7    Lease Agreement between Ryco Properties, Inc. and Registrant dated
        May 4, 1998 (3)
10.8    Investment Agreement between Swartz Private Capital LLC and the
        Registrant dated May 13, 1999 (4)
10.9    Registration Rights Agreement between Swartz Private Capital LLC
        and the Registrant dated May 13, 1999 (4)
10.10   Side Agreement (4)
10.11   Amended and Restated Investment Agreement between Swartz Private
        Capital LLC and the Registrant dated July 1999 (5)
10.12   Memorandum dated September 13, 1999 from Swartz Private Capital LLC
        extending date to file registration statement (5)
10.13   First Stock Incentive Plan (5)
10.14   Occupancy Agreement between Chimney Rock Services, LLC and Registrant
        dated September 15, 1999 (6)
10.15   License Agreement between iTool.com and Registrant dated December 20,
        1999 (6)
10.16   Stock Exchange Agreement between the shareholders of Star Dot
        Marketing, Inc. and Registrant dated January 21, 2000 (7)
10.17   Service Agreement between eWebPEO.com, Inc. and Registrant dated
        March 25, 2000 (6)
10.18   Consulting and Compensation Agreement between eWebPEO.com, Inc. and
        Registrant dated April 16, 2000 (6)
10.19   Agreement of Sale between US Amateur Sports Company and Eugenio
        Postorivo Jr., Individually, dated May 11, 2001 (8)
10.20   Stock Purchase Agreement between the Company and Brian Delaporta,
        Individually, dated May 31, 2001 (9)
10.21   Addendum to Advance Balance Acknowledgement dated May 31, 2001 (9)
10.22   Strategic Marketing and Sales Agreement between BIFS Technologies
        Corporation and the Registrant dated March 19, 2001 (10)
10.23   Operating Agreement for ZyndeCom, Inc. dated August 20, 2001 (10)
10.24   Board of Directors approves the spin-off of the remaining
        Subsidiaries (11)
10.25   Barney A Richmond appointed President of eCom eCom.com Inc. (12)
11      Statement of Computation of Earnings per Share
27      Financial Data Schedule
31.1    Certification of Chief Executive Officer
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Chief Financial Officer
                                     57
ECOM ECOM.COM,INC.

32      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1    On March 29, 2004, David Panaia prepared and issued a Press Release
        Announcing the appointment of Barney A. Richmond as President of eCom.

99.2    List of Shareholders as of May 31, 2005 who received spinoff shares
        and corresponding Certified Mail numbers of Share Certificates
        mailed May 31, 2005.

99.3    Court Orders from Involuntary Bankruptcy Petition of
        eComeCom.com, Inc.

99.4    Form 8-K filed May 31, 2005

99.5    Form 8-K filed June 2, 2005

99.6    Form 8-K filed July 8, 2005

99.7    Form 8-K filed July 13, 2005

(1) Incorporated by reference to the Company's original Registration Statement
    on Form 10 SB-1, Registration 33-96638-A, filed on September 6, 1995.
(2) Incorporated by reference to Form 10-KSB for the year ended May 31, 1997.
(3) Incorporated by reference to Form 10-KSB for the year ended May 31, 1998.
(4) Incorporated by reference to Form 8-K filed with the Commission on May 26,
    1999.
(5) Incorporated by reference to Form 10-KSB for the year ended May 31, 1999.
(6) Incorporated by reference to Form 10-KSB for the year ended May 31, 2000.
(7) Incorporated by reference to Form 8-K filed with the Commission on January
    21, 2000.
(8) Incorporated by reference to Form 8-K filed with the Commission on May 31,
    2001.
(9) Incorporated by reference to Form 8-K filed with the Commission on June 7,
    2001.
(10)Incorporated by reference to Form 10-KSB for the year ended May 31, 2001.
(11)Incorporated by reference to Form 8-K filed with the Commission on
    March 2, 2004.
(12)Incorporated by reference to Form 8-K filed with the Commission on
    March 31, 2004.





                                     58








ECOM ECOM.COM,INC.



                                Exhibit 11



STATEMENT OF COMPUTATION OF EARNINGS PER SHARE AS OF MAY 31, 2005

Calculation of Numerator:     Calculation of Denominator:

   Net loss      (408,407)    Weighted average common shares
   Adjustment           0      issued and outstanding           49,955,112
                 --------     Potentially dilutive securities            0
   Net Loss      (408,407)                                      ----------
                =========     Weighted average shares
                               outstanding                      49,955,112
                                                                ==========





ADDITIONAL INFORMATION
Corporate Headquarters
100 Village Square Crossing, Suite 202
Palm Beach Gardens, Florida 33410
Telephone Number: (561) 207-6395;
Internet Address - http://www.ecomecom.net
E-mail Address - info@ecomecom.net

Independent Public Accountants
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U.S. Highway 1, Suite 200
North Palm Beach, Florida 33408

Transfer Agent
Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road
Tamarac, Florida 33321











                                     59



ECOM ECOM.COM,INC.


                              Exhibit 27

Financial Data Schedule
This schedule contains summary financial information extracted from the balance
sheets and statements of operations found on pages 2 and 3 of the Company's
Form 10-KSB for the year ended May 31, 2005, and is qualified in its entirety
by reference to such financial statements.

{PERIOD-TYPE}                                         12-MOS
{FISCAL-YEAR-END}                                MAY-31-2005
{PERIOD-END}                                     MAY-31-2005
{CASH}                                                     0
{SECURITIES}                                               0
{RECEIVABLES}                                        227,095
{ALLOWANCES}                                               0
{INVENTORY}                                                0
{CURRENT-ASSETS}                                     242,021
{PPE}                                                312,940
{DEPRECIATION}                                       312,611
{TOTAL-ASSETS}                                       242,350
{CURRENT-LIABILITIES}                                760,592
{BONDS}                                                    0
{PREFERRED-MANDATORY}                                      0
{PREFERRED}                                                0
{COMMON}                                               4,995
{OTHER-SE}                                          (523,237)
{TOTAL-LIABILITY-AND-EQUITY}                         242,350
{SALES}                                                  611
{TOTAL-REVENUES}                                         611
{CGS}                                                    290
{TOTAL-COSTS}                                         79,710
{OTHER-EXPENSES}                                           0
{LOSS-PROVISION}                                           0
{INTEREST-EXPENSE}                                    52,364
{INCOME-PRETAX}                                     (131,461)
{INCOME-TAX}                                               0
{INCOME-CONTINUING}                                 (131,461)
{DISCONTINUED}                                             0
{EXTRAORDINARY}                                            0
{CHANGES}                                                  0
{NET-INCOME}                                        (131,461)
{EPS-BASIC}                                             (.00)
{EPS-DILUTED}                                           (.00)









                                     60

ECOM ECOM.COM,INC.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $17,400 for
the fiscal year ended May 31, 2004, and $12,950 for the fiscal year ended May
31, 2005.


Other Fees.

Other fees billed to the Company by accountants for consultation services,
research and client assistance totaled $0 for the fiscal year ended May 31,
2004, and $2,250 for the fiscal year ended May 31, 2005.

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


August 29, 2005  By:   /s/ Barney A. Richmond
                         Barney A. Richmond, Chief Executive Officer

August 29, 2005  By:  /s/  Richard C. Turner
                         Richard C. Turner, Chief Financial Officer

Exhibit 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barney A. Richmond, certify that:

(1) I have reviewed this Annual Report on Form 10-KSB of eCom eCom.com, Inc.
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
                                     61
ECOM ECOM.COM,INC.

consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: August 26, 2005
  /s/ Barney A. Richmond
------------------------
Barney A. Richmond
Chief Executive Officer

Exhibit 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard C. Turner, certify that:

(1) I have reviewed this Annual Report on Form 10-KSB of eCom eCom.com, Inc.
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
                                     62
ECOM ECOM.COM,INC.

15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.


Date: August 26, 2005
  /s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer








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ECOM ECOM.COM,INC.

Exhibit 32

CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Annual Report of eCom eCom.com Inc., a Florida
corporation (the "Company"), on Form 10-K for the year ending May 31, 2005,
as filed with the Securities and Exchange Commission (the "Report"), Barney A.
Richmond, Chief Executive Officer of the Company and Richard C. Turner,
Chief Financial Officer of the Company, respectively, do each hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350),
that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


      /s/    Barney A. Richmond


      Barney A. Richmond
      Chief Executive Officer

      August 26, 2005


      /s/     Richard C. Turner


      Richard C. Turner
      Chief Financial Officer

       August 26, 2005

[A signed original of this written statement required by Section 906 has been
provided to eCom eCom.com Inc. and will be retained by eCom eCom.com Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.]

Exhibits to Form 10-KSB will be provided to shareholders of the Registrant
upon written request addressed to eCom eCom.com, Inc., 100 Village Square
Crossing, Suite 202, Palm Beach Gardens, FL 33410. Any exhibits furnished are
subject to a reasonable photocopying charge.

The Securities and Exchange Commission has not approved or disapproved of
this Form 10-KSB and Annual Report to Shareholders nor has it passed upon its
accuracy or adequacy.
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